Exhibit 10.4(c)
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement ("Amendment") is made this
23rd day of March, 2000, by and among Phoenix Color Corp. ("Phoenix"), a
Delaware corporation, PCC Express, Inc. ("PCC"), a Delaware corporation, Phoenix
(MD.) Realty, LCC ("Realty"), a Maryland limited liability company, and
TechniGraphix, Inc. ("TechniGraphix"), a Maryland corporation (singly a
"Borrower" and collectively, ("Borrowers"), the lending institutions listed from
time to time on Schedule A to the Credit Agreement (as defined below) (singly, a
"Lender" and collectively, "Lender"), First Union National Bank, a national
banking association, as issuer of letters of credit (in such capacity, "Issuer")
and First Union National Bank, as administrative agent for Issuer and Lenders
(in such capacity, "Agent").
Background
A. Borrowers, Agent, Issuer and Lenders are parties to a Credit
Agreement dated September 15, 1998, as supplemented on February 12, 1999, as
amended on March __, 1999 (collectively, "Credit Agreement"), pursuant to which
certain financing arrangements were established for the benefit of Borrowers.
All capitalized terms not otherwise defined herein shall have the respective
meanings ascribed thereto in the Credit Agreement.
B. Borrowers have requested that Agent, Issuer and Lenders modify, in
certain respects, the Credit Agreement and Agent, Issuer and Lenders have agreed
to make such modifications, all as more fully set forth herein and subject to
the terms and conditions hereof.
NOW, THEREFORE, with the foregoing Background incorporated by reference
herein and made part hereof, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Amendments to Credit Agreement.
(a) Financial Covenant Amendments - Effective December 30, 1999,
Section 5.8 (b) of the Credit Agreement is hereby amended
and restated in its entirety and shall read as follows:
(b) Interest Coverage Ratio: Borrowers shall have and maintain
an Interest Coverage Ratio of not less than the following
during the following periods (measured quarterly on a
rolling four quarter basis; provided that the measurement at
March 31, 1999 shall be based on nine months):
10
Period Minimum Ratio
------ -------------
1/1/99 through 3/31/99 2.25:1
4/1/99 through 6/30/99 2.25:1
7/1/99 through 9/30/99 2.25:1
10/1/99 through 12/31/99 1.90:1
1/1/00 through 3/31/00 1.90:1
4/1/00 through 6/30/00 1.90:1
7/1/00 through 9/30/00 2.25:1
10/1/00 through 12/31/00 2.25:1
1/1/01 through 3/31/01 2.25:1
4/1/01 through 6/30/01 2.25:1
7/1/01 through 9/30/01 2.50:1
10/1/01 through 12/31/01 2.50:1
1/1/02 through 3/31/02 2.50:1
4/1/02 and thereafter 2.50:1
2. Effectiveness Conditions. This Amendment shall become effective
upon the satisfactory completion, as determined by Agent in its discretion,
of the following conditions ("Effectiveness Conditions") (all documents to
be in form and substance satisfactory to Agent):
a. Execution of this Amendment.
3. Representations and Warranties. Each Borrower warrants and
represents to Agent, Issuer and Lenders that:
a. Prior Representations. As of the date of this Amendment, all
warranties and representations set forth in the Credit
Agreement and Loan Documents are true and correct in all
material respects, both before and after giving effect to
this Amendment.
b. No Default. After giving effect to this Amendment, no
Default or Event of Default is outstanding or would exist
after giving effect to this Amendment.
4. Incorporation into Existing Loan Documents. The parties acknowledge
and agree that this Amendment is incorporated into and made part of the
Credit Agreement and Loan Documents, the terms and provisions of which,
unless expressly modified herein, are hereby ratified and confirmed and
continue unchanged and in full force and effect. Any future reference to
the Credit Agreement or Loan Documents shall mean the Credit Agreement or
Loan Documents as amended hereby. To the extent that any term or provision
of this Amendment is or may be deemed expressly inconsistent with any term
or provision in the Loan Documents, the terms and provisions hereof shall
control.
5. Miscellaneous.
a. Headings. The headings of any paragraph of this Amendment
are for convenience only and shall not be used to interpret
any provision hereof.
11
b. Other Instruments. Each Borrower shall execute any other
documents, instruments and writings, in form and substance
satisfactory to Agent, as Agent may reasonably request, to
carry out the intentions of the parties hereunder.
c. Modifications. No modification hereof or any agreement
referred to herein shall be binding or enforceable unless in
writing and signed on behalf of the party against whom
enforcement is sought.
d. Governing Law. The terms and conditions of this Amendment
shall be governed by and construed in accordance with the
substantive laws of the Commonwealth of Pennsylvania without
regard to its otherwise applicable principles of conflicts
and laws.
e. Counterparts. This Amendment may be executed in counterpart
all, of which counterparts taken together shall constitute
one completed fully executed document. A photocopied or
facsimile signature shall be deemed to be the functional
equivalent of a manually executed original for all purposes.
IN WITNESS WHEREOF, the parties have executed this Amendment the day
and year First above written.
First Union National Bank, as Agent,
Issuer, and Lender
Phoenix (MD.) Realty, LLC
By: /s/ Xxxxxxxx Xxxxx
-------------------------- By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxx ----------------------------
-------------------------- Name: Xxxxxx Xxxxxxxxx
Title: Vice President ----------------------------
-------------------------- Title: Chief Financial Officer
----------------------------
Phoenix Color Corp.
By: /s/ Xxxxxx Xxxxxxxxx TechniGraphix, Inc.
---------------------------- By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx ---------------------------
---------------------------- Name: Xxxxxx Xxxxxxxxx
Title: Chief Financial Officer ---------------------------
---------------------------- Title: Chief Financial Officer
---------------------------
PCC Express, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxxxx
----------------------------
Title: Chief Financial Officer
----------------------------
12
